EXHIBIT 10.1





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                          SECURITIES EXCHANGE AGREEMENT


                       dated effective as of June 23, 2004


                                  by and among


                           BOULDER ACQUISITIONS, INC.,

                           SIFANG HOLDINGS CO., LTD.,


                                       and


                  THE SHAREHOLDERS OF SIFANG HOLDINGS CO., LTD.

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                                TABLE OF CONTENTS



Article I. ISSUANCE AND EXCHANGE OF SHARES.....................................1

         1.1     Issuance and Exchange.........................................1
         1.2     Exchange Ratio................................................1

Article II. CLOSING 2

         2.1     Closing.......................................................2
         2.2     Deliveries by Public Company..................................2
         2.3     Deliveries by Shareholders and Holding Co.....................2

Article III. Representations and warranties of Shareholders....................2

         3.1     Ownership of Stock............................................2
         3.2     Authority to Execute and Perform Agreement; No Breach.........3
         3.3     Securities Matters............................................3

Article IV. REPRESENTATIONS AND WARRANTIES of Holding Co.......................4

         4.1     Organization, Standing and Corporate Power....................4
         4.2     Authority; Noncontravention...................................4
         4.3     Financial Statements..........................................5
         4.4     Capital Structure.............................................5

Article V. REPRESENTATIONS AND WARRANTIES of Public Company....................5

         5.1     Organization, Standing and Power..............................5
         5.2     Capital Structure.............................................6
         5.3     Authority: Noncontravention...................................6
         5.4     Subsidiaries..................................................7
         5.5     Intellectual Property.........................................7
         5.6     Absence of Certain Changes or Events; No Undisclosed
                 Material Liabilities..........................................7
         5.7     Books and Records.............................................8
         5.8     Employees.....................................................8
         5.9     Employee Benefit Plans........................................8
         5.10    Compliance with Applicable Laws...............................8
         5.11    Insurance.....................................................8
         5.12    Litigation, etc...............................................8
         5.13    Contracts.....................................................9
         5.14    Real Property.................................................9
         5.15    Quotation.....................................................9
         5.16    Filings.......................................................9
         5.17    Environmental Matters.........................................9
         5.18    Anti-takeover Plan: State Takeover Statutes..................10
         5.19    Solicitation.................................................10
         5.20    Disclosure...................................................10

Article VI. INdemnification...................................................10

         6.1     Indemnification of Holding Co and Shareholders...............10



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         6.2     Indemnification of Public Company............................11

Article VII. CONDITIONS PRECEDENT.............................................11

         7.1     Conditions to Each Party's Obligation to Effect the Exchange.11
         7.2     Conditions to Obligations of Holding Co and the Shareholders.12
         7.3     Conditions to Obligations of Public Company..................12
         7.4     Frustration of Closing Conditions............................13

Article VIII. GENERAL PROVISIONS..............................................13

         8.1     Survival of Representations and Warranties...................13
         8.2     Fees and Expenses............................................13
         8.3     Definitions..................................................13
         8.4     Usage........................................................14
         8.5     Notices......................................................15
         8.6     Counterparts.................................................15
         8.7     Entire Agreement; Third-Party Beneficiaries..................15
         8.8     Governing Law................................................15
         8.9     Assignment...................................................15
         8.10    Enforcement..................................................16
         8.11    Severability.................................................16






















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                          SECURITIES EXCHANGE AGREEMENT


         THIS SECURITIES  EXCHANGE AGREEMENT (the "Agreement"),  dated effective
as of June 23, 2004 (the "Effective  Date"), is entered into by and among SIFANG
HOLDINGS CO., LTD., an exempted company  incorporated in the Cayman Islands with
limited  liability  ("Holding  Co"),  and Boulder  Acquisitions,  Inc., a Nevada
corporation (the "Public  Company"),  and the individuals  whose names appear on
the  signature  page  hereof,  each  being  a  shareholder  of  Holding  Co (the
"Shareholders"). Certain capitalized terms used in this Agreement are defined in
Section 8.3 hereof.

                              W I T N E S S E T H:

         WHEREAS,  as of the Effective Date, there are 50,000 outstanding shares
of the common stock, par value $1.00, of Holding Co (the "Holding Co Stock"), of
which  all of the  shares of  Holding  Co Stock are  beneficially  owned  and/or
controlled by the Shareholders.

         WHEREAS,  Public  Company  proposes to acquire  all of the  outstanding
shares of Holding Co in exchange for the issuance of an aggregate of  13,782,636
shares of common stock,  par value $0.001,  of Public Company (the  "Exchange");
and

         WHEREAS,  the Boards of Directors of Public Company and Holding Co have
determined that it is desirable to effect a plan of reorganization.

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
mutual covenants,  agreements,  representations and warranties contained herein,
the parties hereto agree as follows:

                                   ARTICLE I.
                         ISSUANCE AND EXCHANGE OF SHARES

1.1      Issuance and Exchange.

         At the  Closing  (as  defined  in  Section  2.1  below),  to be held in
accordance  with the provisions of Article II below and subject to the terms and
agreements set forth herein,  Public Company shall  authorize  Public  Company's
transfer agent to issue to the  Shareholders  the number of duly  authorized and
newly issued shares of common stock,  per value $0.001,  of Public  Company (the
"Public  Company  Stock")  set forth in  Section  1.2 below for the  outstanding
shares of Holding Co Stock.  In  consideration  for the shares of Public Company
Stock to be  exchanged,  the  Shareholders  shall have  delivered to counsel for
Public  Company,  prior to  Closing,  certificates  evidencing  their  shares of
Holding Co, together with duly executed stock powers to effectuate the transfer.
Counsel for Public  Company shall  release the Holding Co shares,  over which he
has custody,  to Public  Company at the Closing,  assuming  satisfaction  by the
Shareholders  and  Holding  Co of all  applicable  conditions  set forth in this
Agreement.

1.2      Exchange Ratio.

         (a) At the  Closing,  Public  Company  shall  exchange an  aggregate of
13,782,636 shares of Public Company Stock for all issued and outstanding  shares
of  Holding Co Stock as full  consideration  for the  Holding Co Stock.  A chart
setting forth the  capitalization  of Public  Company  immediately  prior to and
immediately  following  the Closing (as defined in Section  2.1) is set forth on
Exhibit 1.2(a) hereto.





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         (b) No fractional  shares of Public Company Stock will be issued to any
Shareholder entitled to receive said shares. Accordingly, Shareholders who would
otherwise be entitled to receive fractional shares of Public Company Stock will,
upon  surrender  of their  certificate  representing  the  fractional  shares of
Holding Co Stock,  receive a full share if the  fractional  share  exceeds fifty
percent (50%) and if the  fractional  share is less than fifty percent (50%) the
fractional share shall be cancelled.

                                   ARTICLE II.
                                     CLOSING

2.1      Closing.

         The consummation of the Exchange by Public Company,  Holding Co and the
Shareholders (the "Closing") shall occur on the Effective Date at the offices of
Holding Co,  subject to the  satisfaction  or waiver of all of the conditions to
Closing, or at such other place as the parties may agree upon.

2.2      Deliveries by Public Company.

         Public  Company  shall  deliver,  or  cause  to be  delivered,  to  the
Shareholders:

         (a) As soon as  practicable  after the  Closing,  certificates  for the
shares of Public Company Stock being exchanged for their respective accounts, in
form  and  substance  reasonably  satisfactory  to the  Shareholders  and  their
counsel,  it being understood that the  certificates  will be prepared by Public
Company's transfer agent and delivered to Jackson Walker, L.L.P. for the benefit
of the Shareholders;

         (b) At the Closing, the items specified in Article VII below; and

         (c) At the Closing, all of the books and records of Public Company.

2.3      Deliveries by Shareholders and Holding Co.

         At the Closing,  the Shareholders and Holding Co, as applicable,  shall
deliver to Public Company the items specified in Article VII below.

                                  ARTICLE III.
                 REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS

         Each  Shareholder  hereby  represents and warrants to Public Company as
follows  (it being  acknowledged  that  Public  Company  is  entering  into this
Agreement in material  reliance upon each of the following  representations  and
warranties,  and that the truth and  accuracy  of each,  as  evidenced  by their
signature set forth on the signature page,  constitutes a condition precedent to
the obligations of Public Company hereunder):

3.1      Ownership of Stock.

         Each  Shareholder  is the  lawful  owner of his  Holding Co Stock to be
transferred  to Public  Company  free and  clear of all  preemptive  or  similar
rights,  Liens,  and the  delivery  to Public  Company  of the  Holding Co Stock
pursuant to the  provisions of this  Agreement  will transfer to Public  Company
valid  title  thereto,  free and clear of all Liens.  To the  Knowledge  of each
Shareholder,  the  Holding  Co  Stock  to be  exchanged  herein  has  been  duly
authorized and validly issued and is fully paid and nonassessable.



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3.2      Authority to Execute and Perform Agreement; No Breach.
         -----------------------------------------------------

         Each  Shareholder  has the full legal right and power and all authority
and approval required to enter into, execute and deliver this Agreement,  and to
sell, assign,  transfer and convey the Holding Co Stock and to perform fully his
respective  obligations  hereunder.  This  Agreement  has been duly executed and
delivered by each Shareholder  and,  assuming due execution and delivery by, and
enforceability  against,  Public  Company,  constitutes  the valid  and  binding
obligation of each Shareholder enforceable in accordance with its terms, subject
to the qualifications that enforcement of the rights and remedies created hereby
is subject to (a)  applicable  bankruptcy,  insolvency,  fraudulent  conveyance,
reorganization,  moratorium and other laws of general application  affecting the
rights  and  remedies  of  creditors,  and  (b)  general  principles  of  equity
(regardless of whether such  enforcement is considered in a proceeding in equity
or at law). No approval or consent of, or filing with, any Governmental  Entity,
and no approval or consent of, or filing,  with any other  Person is required to
be obtained by the Shareholders or in connection with the execution and delivery
by the  Shareholders of this Agreement and  consummation and performance by them
of the transactions contemplated hereby.

         The  execution,  delivery  and  performance  of this  Agreement by each
Shareholder and the  consummation  of the  transactions  contemplated  hereby in
accordance with the terms and conditions hereof by each Shareholder will not:

         (a) violate,  conflict with or result in the breach of any of the terms
of, or constitute  (or with notice or lapse of time or both would  constitute) a
default under, any contract,  lease, agreement or other instrument or obligation
to which a Shareholder  is a party or by or to which any of the  properties  and
assets of any of the Shareholders may be bound or subject;

         (b) violate  any order,  judgment,  injunction,  award or decree of any
court,  arbitrator,  governmental or regulatory  body, by which a Shareholder or
the securities, assets, properties or business of any of them is bound; or

         (c) violate any statute,  law or regulation to which any Shareholder is
subject.

3.3      Securities Matters.

         The Shareholders  hereby represent,  warrant and covenant to the Public
Company, as follows:

         (a) The  Shareholders  have been advised that the Public  Company Stock
has not been registered under the Securities Act, or any state securities act in
reliance on exemptions therefrom.

         (b) The  Public  Company  Stock  is  being  acquired  solely  for  each
Shareholder's own account, for investment and are not being acquired with a view
to or for the resale,  distribution,  subdivision or fractionalization  thereof.
The  Shareholders  have no  present  plans  to enter  into  any  such  contract,
undertaking,  agreement or arrangement and the Shareholders  further  understand
that the Public  Company  Stock may only be resold  pursuant  to a  registration
statement  under  the  Securities  Act,  or  pursuant  to some  other  available
exemption.

         (c)  The  Shareholders  agree  that  the  certificate  or  certificates
representing the Public Company Stock will be inscribed with  substantially  the
following legend:

         "The securities  represented by this certificate have not been
         registered  under the  Securities  Act of 1933. The securities
         have  been  acquired  for  investment  and  may  not be  sold,
         transferred  or  assigned  in  the  absence  of  an  effective
         registration   statement  for  these   securities   under  the
         Securities  Act of 1933 or an opinion of Boulder  Acquisition,
         Inc.'s  counsel that  registration  is not required under said
         Act."


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         (d) The  Shareholders  acknowledge that an investment in Public Company
is subject  to a high  degree of risk and that,  even  though  Public  Company's
common stock is quoted on the NASD Over-the-Counter Bulletin Board, there exists
no established trading market for the Public Company Stock.

                                   ARTICLE IV.
                  REPRESENTATIONS AND WARRANTIES OF HOLDING CO

         Holding Co hereby  represents and warrants to Public Company as follows
(it being  acknowledged  that Public  Company is entering into this Agreement in
material reliance upon each of the following representations and warranties, and
that the truth and  accuracy of each,  as  evidenced  by the  execution  of this
Agreement by a duly  authorized  officer of Holding Co,  constitutes a condition
precedent to the obligations of the Public Company hereunder):

4.1      Organization, Standing and Corporate Power.

         Holding  Co  is  an  exempted  company  with  limited   liability  duly
organized,  validly  existing and in good standing  under the laws of the Cayman
Islands,  and has all requisite  corporate power and authority to own, lease and
operate  its  properties  and to  carry  on its  business  substantially  as now
conducted,  except where the failure to do so would not have, individually or in
the  aggregate,  a Holding Co  Material  Adverse  Effect.  For  purposes of this
Agreement,  the term  "Holding Co Material  Adverse  Effect"  means any Material
Adverse  Effect with respect to Holding Co,  taken as a whole,  or any change of
effect  that  adversely,  or is  reasonably  expected to  adversely,  affect the
ability  of Holding  Co to  consummate  the  transactions  contemplated  by this
Agreement in any material  respect or  materially  impair or delay  Holding Co's
ability to perform its obligations hereunder.

4.2      Authority; Noncontravention.

         Holding Co has the  requisite  corporate  power and  authority to enter
into this  Agreement and to consummate  the  transactions  contemplated  by this
Agreement.  The  execution,  delivery  and  performance  by  Holding  Co of this
Agreement  and the  consummation  of the  transactions  contemplated  hereby  by
Holding Co have been duly  authorized by all necessary  corporate  action on the
part of Holding Co. This  Agreement  has been duly  executed  and  delivered  by
Holding  Co and,  assuming  this  Agreement  constitutes  the valid and  binding
agreement  of Public  Company,  constitutes  a valid and binding  obligation  of
Holding Co, enforceable against Holding Co in accordance with its terms, subject
to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium  and other  laws of  general  application  affecting  the  rights and
remedies of  creditors,  and (b) general  principles  of equity  (regardless  of
whether such enforcement is considered in a proceeding in equity or at law). The
execution  and delivery of this  Agreement do not, and the  consummation  of the
transactions  contemplated  by this Agreement and compliance with the provisions
of this  Agreement,  will not (x) conflict with any provisions of the charter or
other  organizational  or governing  documents of Holding Co, (y) subject to the
governmental  filings and other matters  referred to in the following  sentence,
conflict with, result in a breach of or default (with or without notice or lapse
of time, or both) under, or give rise to a right of first refusal,  termination,
cancellation  or  acceleration  of any  obligation  (including to pay any sum of
money) or loss of a material benefit under, or require the consent of any Person
under, any indenture, or other material agreement,  Permit,  concession,  ground
lease or similar  instrument or undertaking to which Holding Co is a party or by
which  Holding  Co or any of its  assets  are bound or  affected,  result in the
creation or imposition of a Lien against any material asset of Holding Co, which
singly or in the aggregate would have a Holding Co Material  Adverse Effect,  or



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(z) subject to the  governmental  filings and other  matters  referred to in the
following sentence,  contravene any law, rule or regulation, or any order, writ,
judgment, injunction, decree, determination or award binding on or applicable to
Holding Co and  currently in effect,  which,  in the case of clauses (y) and (z)
above,  singly or in the  aggregate,  would have a Holding Co  Material  Adverse
Effect. No consent, approval or authorization of, or declaration or filing with,
or notice  to, any  Governmental  Entity or any third  party  which has not been
received or made is required by or with respect to Holding Co in connection with
the execution and delivery of this  Agreement by Holding Co or the  consummation
by Holding Co of the  transactions  contemplated  hereby,  except for  consents,
approvals,  authorizations,  declarations,  filings  and  notices  that,  if not
obtained  or made,  will  not,  individually  or in the  aggregate,  result in a
Holding Co Material Adverse Effect.

4.3      Financial Statements.

         The financial statements of Holding Co and Shanghai TCH Data Technology
Co., Ltd., a company  organized under the laws of the Peoples  Republic of China
("New China Co"), have been audited for the periods indicated in conformity with
U.S. Generally Accepted Accounting Principles ("GAAP").

4.4      Capital Structure.

         As of the Effective Date, 50,000 shares of Holding Co Stock were issued
and outstanding and no shares of Holding Co Stock were held by Holding Co in its
treasury.  All outstanding  shares of capital stock of Holding Co will have been
duly authorized and validly issued, and will be fully paid and nonassessable and
not subject to  preemptive or similar  rights.  No bonds,  debentures,  notes or
other  indebtedness of Holding Co having the right to vote (or convertible into,
or  exchangeable  for,  securities  having the right to vote) on any  matters on
which the  Shareholders  may vote are  issued or  outstanding.  Except  for this
Agreement,  Holding Co does not have and, at or after Closing will not have, any
outstanding option,  warrant,  call,  subscription or other right,  agreement or
commitment  which either (a)  obligates  Holding Co to issue,  sell or transfer,
repurchase,  redeem or otherwise acquire or vote any shares of the capital stock
of Holding Co, or (b) restricts the voting, disposition or transfer of shares of
capital stock of Holding Co. There are no outstanding stock appreciation  rights
or similar derivative securities or rights of Holding Co.

                                   ARTICLE V.
                REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY

         Public  Company  hereby  represents  and warrants to Holding Co and the
Shareholders  as  follows  (it  being  acknowledged  that  Holding  Co  and  the
Shareholders are entering into this Agreement in material  reliance upon each of
the following representations and warranties, and that the truth and accuracy of
each,  as evidenced  by the  execution  of this  Agreement by a duly  authorized
officer of Public Company,  constitutes a condition precedent to the obligations
of Holding Co and the Shareholders hereunder):

5.1      Organization, Standing and Power.

         Public Company is duly organized, validly existing and in good standing
under the laws of Nevada and has the requisite  corporate power and authority to
carry on its business as now being  conducted.  Public Company is duly qualified
or licensed to do business and is in good standing in each jurisdiction in which
the nature of its business or the ownership or leasing of its  properties  makes
such  qualification  or licensing  necessary,  other than in such  jurisdictions
where  the  failure  to be so  qualified  or  licensed  (individually  or in the
aggregate) would not have a Public Company Material Adverse Effect. For purposes
of this Agreement,  the term "Public Company  Material Adverse Effect" means any


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Material Adverse Effect with respect to Public Company, taken as a whole, or any
change or effect that adversely, or is reasonably expected to adversely,  affect
the ability of Public Company to consummate  the  transactions  contemplated  by
this  Agreement in any material  respect or materially  impairs or delays Public
Company's ability to perform its obligations hereunder.  Public Company has made
available to Holding Co complete and correct copies of its charter documents and
bylaws.

5.2      Capital Structure.

         As of the  Effective  Date,  the  authorized  capital  stock of  Public
Company consists of 100,000,000  shares of Public Company Stock. At the Closing,
there will be  15,368,341  shares of common stock of Public  Company  issued and
outstanding.  No shares of common stock of Public Company will be held by Public
Company in its  treasury.  All  outstanding  shares of  capital  stock of Public
Company will have been duly  authorized  and validly  issued,  and will be fully
paid and  nonassessable  and not subject to  preemptive  or similar  rights.  No
bonds,  debentures,  notes or other  indebtedness  of Public  Company having the
right to vote (or convertible into, or exchangeable  for,  securities having the
right to vote) on any matters on which the  stockholders  of Public  Company may
vote are issued or outstanding.  Except for this Agreement,  Public Company does
not  have,  and at or after  Closing  will not  have,  any  outstanding  option,
warrant, call, subscription or other right, agreement or commitment which either
(a) obligates Public Company to issue, sell or transfer,  repurchase,  redeem or
otherwise acquire or vote any shares of the capital stock of Public Company,  or
(b) restricts the voting,  disposition or transfer of shares of capital stock of
Public Company.  There are no outstanding stock  appreciation  rights or similar
derivative securities or rights of Public Company.

5.3      Authority: Noncontravention.

         Public Company has the requisite corporate power and authority to enter
into this  Agreement and to consummate  the  transactions  contemplated  by this
Agreement.  The execution,  delivery and performance of this Agreement by Public
Company and the consummation by Public Company of the transactions  contemplated
hereby have been duly authorized by all necessary  corporate  action on the part
of Public Company. This Agreement has been duly executed and delivered by Public
Company and, assuming this Agreement constitutes the valid and binding agreement
of Holding Co and the Shareholders,  constitutes a valid and binding  obligation
of Public  Company,  enforceable  against Public Company in accordance  with its
terms, subject to (a) applicable bankruptcy,  insolvency, fraudulent conveyance,
reorganization,  moratorium and other laws of general application  affecting the
rights  and  remedies  of  creditors,  and  (b)  general  principles  of  equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity).  The  execution  and  delivery  of  this  Agreement  do  not,  and  the
consummation of the  transactions  contemplated by this Agreement and compliance
with the provisions hereof, will not, (x) conflict with any of the provisions of
the  charter  documents  or  bylaws  of  Public  Company,  (y)  subject  to  the
governmental  filings and other matters  referred to in the following  sentence,
conflict with, result in a breach of or default (with or without notice or lapse
of time, or both) under, or give rise to a right of first refusal,  termination,
cancellation  or  acceleration  of any  obligation  (including to pay any sum of
money) or loss of a benefit  under,  or require the consent of any Person under,
any indenture or other agreement,  Permit,  concession,  ground lease or similar
instrument or  undertaking to which Public Company is a party or by which Public
Company or any of its assets are bound or  affected,  result in the  creation or
imposition of a Lien against any material asset of Public Company, which, singly
or in the aggregate, would have a Public Company Material Adverse Effect, or (z)
subject  to the  governmental  filings  and  other  matters  referred  to in the
following sentence,  contravene any law, rule or regulation, or any order, writ,
judgment,  injunction,  decree, determination or award binding on Public Company
currently in effect,  which in the case of clauses (y) and (z) above,  singly or
in the  aggregate,  would have a Public  Company  Material  Adverse  Effect.  No


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consent,  approval or authorization of, or declaration or filing with, or notice
to, any  Governmental  Entity or any third party which has not been  received or
made is required by or with  respect to Public  Company in  connection  with the
execution and delivery of this Agreement by Public  Company or the  consummation
by Public Company of the transactions  contemplated hereby, except for consents,
approvals,  authorizations,  declarations,  filings  and  notices  that,  if not
obtained or made, will not, individually or in the aggregate, result in a Public
Company Material Adverse Effect.

5.4      Subsidiaries.

         Public Company does not own, directly or indirectly, any of the capital
stock of any other corporation or any equity,  profit sharing,  participation or
other interest in any corporation, partnership, joint venture or other entity.

5.5      Intellectual Property.

         Public Company does not own or use any trademarks, trade names, service
marks,  patents,  copyrights or any applications  with respect  thereto.  Public
Company  has no  Knowledge  of any claim  that,  or inquiry as to  whether,  any
product,  activity or operation of Public Company infringes upon or involves, or
has resulted in the infringement of, any trademarks, trade names, service marks,
patents, copyrights or other proprietary rights of any other Person, corporation
or other entity;  and no proceedings  have been  instituted,  are pending or are
threatened with respect thereto.

5.6      Absence  of  Certain  Changes  or  Events;   No  Undisclosed   Material
         Liabilities.

         (a) The  Shareholders  have been  provided  with the audited  financial
statements of Public Company as of December 31, 2003 and unaudited balance sheet
of  Public   Company  dated  March  31,  2004   (collectively,   the  "Financial
Statements"). Except as otherwise disclosed in its filings or public record with
the  Securities  and  Exchange  Commission,  Public  Company has  conducted  its
business  only in the  ordinary  course,  and there has not been (i) any change,
destruction, damage, loss or event which has had or could reasonably be expected
to have,  individually  or in the aggregate a Public  Company  Material  Adverse
Effect; (ii) any declaration,  setting aside or payment of any dividend or other
distribution  in respect of shares of Public  Company's  capital  stock,  or any
repurchase,  redemption or other  acquisition by Public Company of any shares of
their respective  capital stock or equity  interests,  as applicable;  (iii) any
increase in the rate or terms of  compensation  payable or to become  payable by
Public Company to its directors, officers or key employees; (iv) any entry into,
or increase in the rate or terms of, any bonus, insurance, severance, pension or
other employee or retiree benefit plan,  payment or arrangement  made to, for or
with  any  such  directors,  officers  or  employees;  (v) any  entry  into  any
agreement,  commitment or transaction by Public Company, or waiver, termination,
amendment or modification to any agreement,  commitment or transaction, which is
material to Public  Company  taken as a whole;  (vi) any material  labor dispute
involving the employees of Public Company; (vii) any change by Public Company in
accounting  methods,  principles or practices except as required or permitted by
GAAP;  (viii) any write-off or write-down of, or any  determination to write-off
or  write-down,  any asset of Public  Company or any portion  thereof;  (ix) any
split,  combination or reclassification of any of Public Company's capital stock
or issuance or authorization relating to the issuance of any other securities in
respect of, in lieu of or in substitution for shares of Public Company's capital
stock;  (x) any  amendment of any material term of any  outstanding  security of
Public  Company;  (xi)  any  loans,  advances  or  capital  contributions  to or
investments  in, any other  Person in existence  on the  Effective  Date made by
Public  Company;  (xii) any sale or  transfer  by Public  Company  of any of the
assets of Public Company, cancellation of any material debts or claims or waiver
of any material  rights by Public  Company;  or (xiii) any  agreements by Public
Company to (a) do any of the  things  described  in the  preceding  clauses  (i)
through (xii) other than as expressly contemplated or provided for herein or (b)
take,  whether in writing or otherwise,  any action which, if taken prior to the
Effective Date, would have made any representation or warranty of Public Company
in this Agreement untrue or incorrect in any material respect.


                                       7
<PAGE>

         (b)  Public  Company  has no  Liabilities,  except  as set forth in the
Financial Statements or otherwise incurred in the ordinary course of business.

5.7      Books and Records.

         The books of account and other financial Records of Public Company, all
of which have been made  available  to Holding Co, are  complete and correct and
represent actual,  bona fide transactions and have been maintained in accordance
with sound business  practices and the  requirements of Section  13(b)(2) of the
Exchange Act.

5.8      Employees.

         Except with regard to Timothy P. Halter,  Public Company's sole officer
and  director,  Public  Company  (a)  has no  employees,  (b)  does  not owe any
compensation  of any kind,  deferred  or  otherwise,  to any current or previous
employees,  (c) has no written or oral employment agreements with any officer or
director of Public  Company or (d) is not a party to or bound by any  collective
bargaining  agreement.  There are no loans or other obligations payable or owing
by Public Company to any  stockholder,  officer,  director or employee of Public
Company,  nor are  there  any  loans  or debts  payable  or owing by any of such
persons to Public  Company or any  guarantees  by Public  Company of any loan or
obligation of any nature to which any such Person is a party.

5.9      Employee Benefit Plans.

         Public  Company  has  no  (a)   non-qualified   deferred  or  incentive
compensation or retirement plans or arrangements, (b) qualified retirement plans
or arrangements,  (c) other employee compensation,  severance or termination pay
or welfare  benefit plans,  programs or  arrangements or (d) any related trusts,
insurance  contracts or other funding  arrangements  maintained,  established or
contributed to by Public Company.

5.10     Compliance with Applicable Laws.

         Public  Company  has  and  after  giving  effect  to  the  transactions
contemplated  hereby  will have in effect all Permits  necessary  for it to own,
lease or operate its  properties  and assets and to carry on its business as now
conducted,  and to the Knowledge of Public Company there has occurred no default
under any such  Permit,  except for the lack of Permits and for  defaults  under
Permits which  individually  or in the aggregate would not have a Public Company
Material  Adverse Effect.  To Public Company's  Knowledge,  Public Company is in
compliance  with,  and has no  liability or  obligation  under,  any  applicable
statute,  law, ordinance,  rule, order or regulation of any Governmental Entity,
including any  liability or  obligation  to undertake any remedial  action under
Hazardous  Substances  Laws (as  hereinafter  defined),  except for instances of
non-compliance,  liabilities  or  obligations,  which  individually  or  in  the
aggregate would not have a Public Company Material Adverse Effect.

5.11     Insurance.

         Public Company has no insurance policies in effect.

5.12     Litigation, etc.

         As of the  Effective  Date,  (a)  there is no suit,  claim,  action  or
proceeding (at law or in equity) pending or, to the Knowledge of Public Company,
threatened against Public Company (including,  without  limitation,  any product
liability  claims) before any court or governmental  or regulatory  authority or


                                       8
<PAGE>

body,  and (b) Public  Company is not subject to any  outstanding  order,  writ,
judgment,  injunction, order, decree or arbitration order that, in any such case
described  in clauses  (a) and (b),  (i) could  reasonably  be expected to have,
individually or in the aggregate,  a Public Company  Material  Adverse Effect or
(ii)  involves an  allegation  of  criminal  misconduct  or a  violation  of the
Racketeer and Influenced Corrupt Practices Act. As of the Closing,  there are no
suits, actions, claims or proceedings pending or, to Public Company's Knowledge,
threatened,  seeking to prevent,  hinder,  modify or challenge the  transactions
contemplated by this Agreement.

5.13     Contracts.

         Except for its contract with Securities Transfer  Corporation,  a Texas
corporation  ("STC"),  pursuant to which STC acts as the Public  Company's stock
transfer agent,  and its pending  agreement with Insight  Communications,  Inc.,
Public Company has no material  contracts,  leases,  arrangements or commitments
(whether  oral or written)  and is not a party to or bound by or affected by any
contract,  lease,  arrangement or commitment  (whether oral or written) relating
to: (a) the  employment of any Person;  (b) collective  bargaining  with, or any
representation  of any  employees  by, any labor union or  association;  (c) the
acquisition of services, supplies, equipment or other personal property; (d) the
purchase or sale of real property; (e) distribution, agency or construction; (f)
lease  of real or  personal  property  as  lessor  or  lessee  or  sublessor  or
sublessee;  (g) lending or advancing of funds; (h) borrowing of funds or receipt
of  credit;  (i)  incurring  any  obligation  or  liability;  or (j) the sale of
personal property.

5.14     Real Property.

         Public Company does not own or lease any real property.

5.15     Quotation.

         As of the Effective Date, the Public Company Stock will remain eligible
for quotation on the NASD Over-the-Counter Bulletin-Board.

5.16     Filings.

         Prior to the  Effective  Date,  Public  Company  has filed all  reports
required to be filed by it under the Securities Exchange Act.

5.17     Environmental Matters.

         Public   Company  has  not  received   any  written   notice  from  any
Governmental Entity that there exists any violation of any Hazardous  Substances
Law  (as  hereinafter  defined).  Public  Company  has no  Knowledge  (a) of any
Hazardous  Substances (as  hereinafter  defined)  present on, under or about any
Public Company asset, and to Public Company's Knowledge no discharge,  spillage,
uncontrolled  loss,  seepage or filtration of Hazardous  Substances has occurred
on, under or about any Public Company asset,  (b) that any Public Company assets
violates,  or has at any time violated,  any Hazardous  Substance  Laws, and (c)
that  there  is a  condition  on any  asset  for  which  Public  Company  has an
obligation  to undertake  any remedial  action  pursuant to Hazardous  Substance
Laws. For purposes hereof,  "Hazardous Substances" means, without limitation (i)
those  substances  included  within  definitions of any one or more of the terms
"Hazardous  Substance," and "Hazardous  Waste," "Toxic Substance" and "Hazardous
Material" in the Comprehensive Environmental Response Compensation and Liability
Act, 42 U.S.C. ss. 90,601, et seq., the Resource  Conservation and Recovery Act,
42 U.S.C.  ss. 6901, et seq., the Toxic  Substances  Control Act, 15 U.S.C.  ss.
2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. ss. 1801 et
seq.,  the  Occupational  Safety and Health  Act,  29 U.S.C.  ss.  651, et seq.,
(insofar as it relates to employee  health and safety in relation to exposure to


                                       9
<PAGE>

Hazardous  Substances)  and any other local,  state,  federal or foreign laws or
regulations  related  to the  protection  of public  health  or the  environment
(collectively,   "Hazardous  Substances  Laws");  (ii)  such  other  substances,
materials or wastes as are or become  regulated  under,  or as are classified as
hazardous or toxic under  Hazardous  Substance  Laws;  and (iii) any  materials,
wastes or substances  that can be defined as (v)  petroleum  products or wastes;
(w) asbestos; (x) polychlorinated  biphenyl; (y) flammable or explosive;  or (z)
radioactive.

5.18     Anti-takeover Plan: State Takeover Statutes.

         Public  Company  does not have in effect  any plan,  scheme,  device or
arrangement,   commonly   or   colloquially   known  as  a   "poison   pill"  or
"anti-takeover"  plan or any similar plan,  scheme,  device or arrangement.  The
Board of Directors of Public Company has approved this Agreement. No other state
takeover  statute or similar statute or regulation  applies or purports to apply
to the Exchange, this Agreement or any of the transactions  contemplated by this
Agreement.

5.19     Solicitation.

         None of Public Company, its officers, directors,  Affiliates or agents,
or any other Person acting on its behalf has solicited,  directly or indirectly,
any Person to enter into a merger or similar  business  combination  transaction
with  Public  Company by any form of general  solicitation,  including,  without
limitation, any advertisement,  article, notice or other communication published
in any  newspaper,  magazine or similar  media or broadcast  over  television or
radio or any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.

5.20     Disclosure.

         The  representations  and  warranties  and  statements  of fact made by
Public  Company in this  Agreement  are, as  applicable,  accurate,  correct and
complete and do not contain any untrue  statement of a material  fact or omit to
state  any  material  fact  necessary  in  order  to  make  the  statements  and
information contained herein not false or misleading.

                                   ARTICLE VI.
                                 INDEMNIFICATION

6.1      Indemnification of Holding Co and Shareholders.

         (a) Public Company shall, from and after the Closing, indemnify, defend
and hold  harmless  the  Shareholders,  Holding Co, and Holding  Co's  officers,
directors,  Affiliates or agents, and any other Person acting on its behalf (the
"Holding Co Indemnified Parties") against all losses,  claims,  damages,  costs,
expenses  (including  reasonable  attorneys' fees and expenses),  liabilities or
judgments  or  amounts  that are paid in  settlement  with the  approval  of the
indemnifying  party (the  "Holding  Co  Indemnified  Liabilities")  based on, or
arising out of, or pertaining to this Agreement or the transactions contemplated
hereby,  in each case,  to the fullest  extent  permitted  under the laws of the
State of Nevada.

         (b) The Holding Co Indemnified  Parties shall have the right to conduct
the  defense  of any  action  giving  rise to a claim for  indemnity  under this
Agreement with counsel of their own choosing.  Holding Co, the  Shareholders and
Public Company agree that all rights to  indemnification,  including  provisions
relating  to  advances  of  expenses  incurred in defense of any action or suit,
existing in favor of the Holding Co Indemnified  Parties with respect to matters
occurring through the Closing,  shall survive the Exchange and shall continue in
full force and  effect for a period of not less than one year from the  Closing;
provided,  however, that all rights to indemnification in respect of any Holding
Co  Indemnified  Liabilities  asserted or made within such period shall continue
until the disposition of such Holding Co Indemnified Liabilities.



                                       10
<PAGE>

(c) The provisions of this Section 6.1 are intended to be for the benefit of,
and shall be enforceable by, each Holding Co Indemnified Party, his or her heirs
and his or her personal representatives and shall be binding upon all successors
and assigns of Public Company and Holding Co.

6.2      Indemnification of Public Company.

         (a) Holding Co shall, from and after the Closing, indemnify, defend and
hold  harmless  Public  Company  and  Public  Company's   officers,   directors,
Affiliates  or agents,  and any other  Person  acting on its behalf (the "Public
Company  Indemnified  Parties")  against all  losses,  claims,  damages,  costs,
expenses  (including  reasonable  attorneys' fees and expenses),  liabilities or
judgments  or  amounts  that are paid in  settlement  with the  approval  of the
indemnifying party (the "Public Company  Indemnified  Liabilities") based on, or
arising out of, or pertaining to this Agreement or the transactions contemplated
hereby,  in each case,  to the fullest  extent  permitted  under the laws of the
State of Nevada.

         (b) The  Public  Company  Indemnified  Parties  shall have the right to
conduct the defense of any action  giving  rise to a claim for  indemnity  under
this Agreement with counsel of their own choosing.  Holding Co, the Shareholders
and  Public  Company  agree  that  all  rights  to  indemnification,   including
provisions relating to advances of expenses incurred in defense of any action or
suit,  existing in favor of the Public Company  Indemnified Parties with respect
to matters occurring  through the Closing,  shall survive the Exchange and shall
continue  in full  force and  effect for a period of not less than one year from
the Closing; provided, however, that all rights to indemnification in respect of
any Public Company Indemnified  Liabilities  asserted or made within such period
shall  continue  until  the  disposition  of  such  Public  Company  Indemnified
Liabilities.

         (c) The  provisions  of this  Section  6.2 are  intended  to be for the
benefit of, and shall be enforceable by, each Public Company  Indemnified Party,
his or her heirs and his or her  personal  representatives  and shall be binding
upon all successors and assigns of Public Company and Holding Co.

                                  ARTICLE VII.
                              CONDITIONS PRECEDENT

7.1      Conditions to Each Party's Obligation to Effect the Exchange.

         The  respective  obligation  of each  party to effect the  Exchange  is
subject to the satisfaction or written waiver of the following conditions:

         (a)  No  Injunctions  or  Restraints.  No  statute,  rule,  regulation,
temporary restraining order,  preliminary or permanent injunction or other order
issued  by any court of  competent  jurisdiction  or other  legal  restraint  or
prohibition  preventing  the  consummation  of the Exchange  shall be in effect;
provided,  however,  that the party invoking this  condition  shall use its best
efforts  to have  any  such  temporary  restraining  order,  injunction,  order,
restraint or prohibition vacated.

         (b) Governmental and Regulatory Consents. All material filings required
to be made prior to the Closing  with,  and all  material  consents,  approvals,
permits and  authorizations  required to be obtained  prior to the Closing from,
Governmental  Entities,  in  connection  with the execution and delivery of this
Agreement  and the  consummation  of the  transactions  contemplated  hereby  by
Holding Co and Public  Company  will have been made or obtained (as the case may
be).



                                       11
<PAGE>

7.2      Conditions to Obligations of Holding Co and the Shareholders.

         The  obligations  of  Holding  Co and the  Shareholders  to effect  the
Exchange are further  subject to the  satisfaction or written waiver on or prior
to the Closing of the following conditions:

         (a) Representations and Warranties.  The representations and warranties
of Public Company set forth in Article V that are qualified as to materiality or
Material  Adverse Effect shall be true and correct and the  representations  and
warranties  of Public  Company set forth in Article V that are not so  qualified
shall be true and  correct  in all  material  respects,  in each  case as of the
Closing, except to the extent such representations and warranties speak as of an
earlier date. In addition, all such representations and warranties shall be true
and  correct as of the  Closing,  except to the extent  such  representation  or
warranty  speaks of an earlier date (without  regard to any  qualifications  for
materiality  or  Material  Adverse  Effect)  except to the extent  that any such
failure to be true and correct  (other than any such failure the effect of which
is  immaterial)  individually  and in the aggregate with all such other failures
would not have a Material  Adverse Effect,  and Holding Co and the  Shareholders
shall have  received  a  certificate  signed on behalf of Public  Company by the
chief  executive  officer  of Public  Company  to the  effect  set forth in this
paragraph.

         (b) Performance of Obligations of Public Company.  Public Company shall
have performed in all material respects all obligations required to be performed
by it under this Agreement at or prior to the Closing.

         (c) Board  Representation.  At the  Closing  and  pursuant to a written
consent  to action of the Board of  Directors  of Public  Company,  the Board of
Directors  (a) shall  appoint Tai Caihua as a member of the Board of  Directors,
and (b) all existing officers shall resign as officers of Public Company.

         (d) Available Funds. At the Closing,  Public Company will have $500,000
in U.S. dollars on deposit in its operations bank account.

         (e)  Opinion of Counsel.  Holding Co shall have  received an opinion of
Public  Company's  counsel that is  satisfactory  to Holding Co in both form and
content.

7.3      Conditions to Obligations of Public Company.

         The  obligation  of Public  Company to effect the  Exchange  is further
subject  to the  satisfaction  or  written  waiver on or prior to Closing of the
following conditions:

         (a) Representations and Warranties.  The representations and warranties
of Holding Co set forth in Article IV and the  Shareholders set forth in Article
III that are qualified as to  materiality  or Material  Adverse  Effect shall be
true and correct and the  representations and warranties of Holding Co set forth
in Article  IV and the  Shareholders  set forth in  Article  III that are not so
qualified shall be true and correct in all material respects, in each case as of
the Closing. In addition,  all such representations and warranties shall be true
and  correct as of the  Closing,  except to the extent  such  representation  or
warranty  speaks of an earlier date (without  regard to any  qualifications  for
materiality  or  Material  Adverse  Effect)  except to the extent  that any such
failure to be true and correct  (other than any such failure the effect of which
is  immaterial)  individually  and in the aggregate with all such other failures
would not have a Material Adverse Effect, and Public Company shall have received
a  certificate  signed on behalf of Holding Co by the president of Holding Co to
the effect set forth in this paragraph.



                                       12
<PAGE>

         (b)  Performance  of  Obligations  of Holding Co and the  Shareholders.
Holding Co and the  Shareholders  shall have performed in all material  respects
all  obligations  required to be  performed  by them under this  Agreement at or
prior to the Closing.

         (c) Financial  Advisory  Agreement.  All  obligations  of the Financial
Advisory Agreement by and between HFG International, Limited and Shanghai Sifang
Information Technology Co., Ltd. dated January 8, 2004, including the payment of
$270,000 owed thereunder, shall have been satisfied in full.

         (d) Opinion of Counsel.  Public  Company shall have received an opinion
of Holding Co's counsel that is  satisfactory to Public Company in both form and
content.

7.4      Frustration of Closing Conditions.

         None of Public Company,  the Shareholders or Holding Co may rely on the
failure of any  condition set forth in Sections 7.1, 7.2 or 7.3, as the case may
be, to be satisfied  if such  failure was caused by such party's  failure to use
reasonable   efforts  to  commence  or  complete  the  Exchange  and  the  other
transactions contemplated by this Agreement.

                                  ARTICLE VIII.
                               GENERAL PROVISIONS

8.1      Survival of Representations and Warranties.

         Except  as  otherwise  contemplated  herein,  the  representations  and
warranties in this  Agreement and in any instrument  delivered  pursuant to this
Agreement shall survive the Closing for a period of one year.

8.2      Fees and Expenses.

         Each party hereto shall pay its own expenses incident to preparing for,
entering  into and  carrying  out this  Agreement  and the  consummation  of the
transactions contemplated hereby.

8.3      Definitions.

         For purposes of this Agreement, and except as otherwise defined in this
Agreement:

         (a)  "Affiliate"  of any person means  another  person that directly or
indirectly,  through one or more intermediaries,  controls, is controlled by, or
is under common control with, such first person;

         (b)  "Governmental  Entity" means any domestic or foreign  governmental
agency or regulatory authority;

         (c) "Knowledge" means actual  knowledge.  In order for an individual to
have  Knowledge of a fact or matter,  the  individual  must be actually aware of
that fact or matter.  A Person (other than an individual) will be deemed to have
Knowledge of a particular  fact or matter if any individual  who is serving,  or
who has at any time served, as a director, officer, partner, executor or trustee
of that Person (or in any similar  capacity) has, or at any time had,  Knowledge
of that fact or matter.

         (d) "Liens" means,  collectively,  all material pledges, claims, liens,
charges,   mortgages,   conditional   sale  or   title   retention   agreements,
hypothecations,  collateral assignments, security interests, easements and other
encumbrances of any kind or nature whatsoever;


                                       13
<PAGE>

         (e) "Material Adverse Effect" with respect to any Person means an event
that has had or would  reasonably be expected to have a material  adverse effect
on the business, financial condition or results of operations of such Person and
its subsidiaries taken as a whole;

         (f) "Permits"  means  federal,  state,  local and foreign  governmental
approvals, authorizations, certificates, filings, franchises, licenses, notices,
permits an rights; and

         (g)  "Person"  means an  individual,  corporation,  partnership,  joint
venture, association, trust, unincorporated organization or other entity.

         (h) "Record" means  information  that is inscribed on a tangible medium
or that is  stored  in an  electronic  or other  medium  and is  retrievable  in
perceivable form.

         (i) "Securities Act" means the Securities Act of 1933, as amended.

         (j)  "Securities  Exchange  Act" means the  Securities  Exchange Act of
1934, as amended.

8.4      Usage.

         In this Agreement, unless a clear contrary intention appears:

         (a) the singular number includes the plural number and vice versa;

         (b)  reference to any Person  includes  such  Person's  successors  and
assigns  but,  if  applicable,  only  if such  successors  and  assigns  are not
prohibited by this Agreement, and reference to a Person in a particular capacity
excludes such Person in any other capacity or individually;

         (c) reference to any gender  includes each other gender or, in the case
of an entity, the neuter;

         (d)  reference  to any  agreement,  document or  instrument  means such
agreement, document or instrument as amended or modified and in effect from time
to time in accordance  with the terms  thereof,  and shall be deemed to refer as
well to all addenda, exhibits and schedules;

         (e) reference to a Section or Schedule,  such  reference  shall be to a
Section of, or a Schedule to, this Agreement unless otherwise indicated

         (f) reference to any law means such law as amended, modified, codified,
replaced  or  reenacted,  in whole or in part,  and in effect from time to time,
including  rules and  regulations  promulgated  thereunder  and reference to any
section or other provision of any law means that provision of such law from time
to time in effect and  constituting  the  substantive  amendment,  modification,
codification, replacement or reenactment of such section or other provision;

         (g) the table of contents and headings  contained in this Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation of this Agreement.

         (h) "hereunder",  "hereof",  "hereto" and words of similar import shall
be deemed  references  to this  Agreement  as a whole and not to any  particular
Article, Section or other provision thereof;

         (i)  "including"  (and  with  correlative   meaning   "include")  means
including  without  limiting the  generality of any  description  preceding such
term;

         (j) "or" is used in the inclusive sense of "and/or;" and


                                       14
<PAGE>

         (k) with  respect to the  determination  of any period of time,  "from"
means "from and including" and "to" means "to but excluding."

8.5      Notices.

         All notices,  requests,  claims, demands and other communications under
this  Agreement  shall be in  writing  and  shall be deemed  given if  delivered
personally  or sent by overnight  courier  (providing  proof of delivery) to the
parties at the  following  addresses  (or at such other  address  for a party as
shall be specified by like notice):

(a) if to Public Company prior to the Closing to:

                    Timothy P. Halter
                    12890 Hilltop Road
                    Argyle, Texas 76226
                    Telephone: (972) 233-0300

(b) if to Holding Co and to Public Company after the Closing to

                    689 Laoshandong Road
                    Shanghai 200120
                    People's Republic of China
                    Telephone: (86-21) 6336-8686

8.6      Counterparts.

         This Agreement may be executed in two or more counterparts.

8.7      Entire Agreement; Third-Party Beneficiaries.

         This Agreement  constitutes  the entire  agreement,  and supersedes all
prior  agreements and  understandings,  both written and oral, among the parties
with  respect to the subject  matter of this  Agreement.  This  Agreement is not
intended to confer upon any Person  other than the parties  hereto and the third
party  beneficiaries  referred  to in the  following  sentence,  any  rights  or
remedies. The parties hereto expressly intend the provisions of Sections 6.1 and
6.2 to confer a benefit upon and be enforceable by, as third party beneficiaries
of this Agreement, the third Persons referred to in, or intended to be benefited
by, such provisions.

8.8      Governing Law.
         -------------

         THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,
THE LAWS OF THE STATE OF NEVADA  REGARDLESS  OF THE LAWS  THAT  MIGHT  OTHERWISE
GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

8.9      Assignment.

         Neither this Agreement nor any of the rights,  interests or obligations
under this Agreement shall be assigned, in whole or in part, by operation of law
or  otherwise  by any of the parties  without the prior  written  consent of the
other parties,  and any such  assignment  that is not consented to shall be null


                                       15
<PAGE>

and void.  Subject to the preceding  sentence,  this  Agreement  will be binding
upon,  inure to the  benefit  of, and be  enforceable  by, the parties and their
respective successors and assigns.

8.10     Enforcement.

         The parties agree that irreparable damage would occur in the event that
any of the provisions of this  Agreement  were not performed in accordance  with
their specific terms or were otherwise  breached.  It is accordingly agreed that
the  parties  shall be  entitled  to an  injunction  or  injunctions  to prevent
breaches of this Agreement and to enforce  specifically the terms and provisions
of this  Agreement  in any court of the  United  States  located in the State of
Nevada, this being in addition to any other remedy to which they are entitled at
law or in equity.

8.11     Severability.

         Whenever  possible,  each provision or portion of any provision of this
Agreement  will be interpreted in such manner as to be effective and valid under
applicable  law  but if any  provision  or  portion  of any  provision  of  this
Agreement is held to be invalid,  illegal or  unenforceable in any respect under
any applicable law or rule in any jurisdiction, so long as the economic or legal
substance of the transactions  contemplated hereby is not affected in any manner
materially adverse to any party, such invalidity, illegality or unenforceability
will not  affect  any  other  provision  or  portion  of any  provision  in such
jurisdiction,  and this  Agreement  will be reformed,  construed and enforced in
such  jurisdiction  as if such invalid,  illegal or  unenforceable  provision or
portion of any provision had never been contained herein.

         IN WITNESS  WHEREOF,  Public Company,  Holding Co and the  Shareholders
have executed this Agreement to be effective as of the Effective Date.

                          BOULDER ACQUISITIONS, INC.


                          By: /s/ Timothy P. Halter
                             ---------------------------------------------------
                             Timothy P. Halter, Chief Executive Officer,
                             President, Chief Operating Officer, Chairman of the
                             Board, Secretary and Treasurer


                          SIFANG HOLDINGS CO., LTD.


                          By: /s/ Tai Caihua
                             ---------------------------------------------------
                             Tai Caihua, President


                          SHAREHOLDERS


                          By: /s/  Tai Caihua
                             ---------------------------------------------------
                             TAI CAIHUA


                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             SHI YING



                                       16
<PAGE>



                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             MAO MING


                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             SONG JING


                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             FU SIXING


                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             YU RUIJIE


                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             JING WEIPING


                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             ZHANG XIADONG


                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             HUANG WEI


                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             HUANG TIANQI


                          *By Power of Attorney granted to Tai Caihua















                                       17